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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-04-06 · 956 added, 923 removed, 563 unchanged (77% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure

Controls and Procedures

the supervision and with the participation of our management, including our principal executive officer and principal financial

officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year

ended December 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation,

our principal executive officer and principal financial officer has concluded that during the period covered by this report, our

disclosure controls and procedures were not effective as of December 31, 2021, because of a material weakness in our internal

control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over

financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or

interim financial statements will not be prevented or detected on a timely basis.

Specifically, the Company’s management has

concluded that our control around the interpretation and accounting for certain complex financial instruments was not effectively

designed or maintained.

This material weakness resulted in the restatement of the Company’s balance sheet as of March 23, 2021

and its interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.

Additionally, this material weakness

could result in a misstatement of the warrant liability, Class A ordinary shares and related accounts and disclosures that would

Evaluation of Disclosure Controls and Procedures

Under the supervision and

with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation

of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2022, as such term

is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal

financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were not effective

as of December 31, 2022, because of a material weakness in our internal control over financial reporting.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically,

the Company’s management has concluded that our control around the interpretation and accounting for certain complex financial instruments

was not effectively designed or maintained.

This material weakness resulted in the restatement of the Company’s balance sheet as

of March 23, 2021 and its interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.

Additionally, this material

weakness could result in a misstatement of the warrant liability, Class A ordinary shares and related accounts and disclosures that would

result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing

similar functions, as appropriate to allow timely decisions regarding required disclosure.

Disclosure controls and procedures

are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to our management, including our principal executive officer and principal financial officer or persons performing similar functions,

as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our

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Over Financial Reporting

As required by SEC rules and

regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records

that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer assessed the

effectiveness of our internal control over financial reporting as of December 31, 2022.

In making these assessments, management used the

criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, our Chief Executive Officer determined that our internal controls over

financial reporting were not effective as of December 31, 2022, because of material weaknesses in our internal control over financial

Specifically, our management has concluded that our control around the interpretation and accounting for certain complex financial

instruments was not effectively designed or maintained.

This Annual Report on Form

10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public

Changes in Internal

Control over Financial Reporting

was no change in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2021 covered by

this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting except for the below:

principal executive officer and principal financial officer performed additional accounting and financial analyses and other

post-closing procedures including consulting with subject matter experts related to the accounting for certain complex financial instruments.

The Company’s management has expended, and

will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control

10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to status

as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial

There was no change in our

internal control over financial reporting that occurred during the fiscal year ended December 31, 2022 covered by this Annual Report on

Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except

for the below:

Our principal executive officer

and principal financial officer performed additional accounting and financial analyses and other post-closing procedures including consulting

with subject matter experts related to the accounting for certain complex financial instruments.

The Company’s management has expended,

and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control

over financial reporting.

While we have processes to properly identify and evaluate the appropriate accounting technical

pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these

processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex

accounting standards.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements

and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure

that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Non-Redemption Agreements

On March 8, 2023, the Company entered into Non-Redemption

Agreements with the Non-Redeeming Shareholders holding Class A Ordinary Shares of the Company.

Pursuant to the Non-Redemption Agreements,

each of the Non-Redeeming Shareholders agreed to (a) not redeem 1,000,000 Shares in connection with the vote to amend the Company’s

Articles to extend the date by which the Company has to consummate an initial business combination from March 23, 2023 to September 25,

2023 and (b) vote their Shares in favor of the Extension presented by the Company for approval by its shareholders.

In connection with

the foregoing, the Company agreed to pay to each Non-Redeeming Shareholder $0.033 per Share in cash per month through the Extended Date.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

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Executive Chairman Director

Chief Executive Officer and Director

Chief Financial Officer

Chief Executive Officer, Chief Financial Officer and Director

Vadim Komissarov

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in Industrial and Management Engineering from Technion and participated in an Executive MBA program at Stanford University.

Danny Yamin has

been our Chief Executive Officer and a member of our Board since January 2021.

Yamin has an extensive 35-year track record as a business

and technology leader and was named by Globes, a leading financial daily newspaper in Israel, as one of the top 10 most influential people

in the Israeli High-Tech sector.

Yamin has been a board member at Axilion, a smart mobility solutions company, since June 2020, and

at Isracard, Israel’s largest payments and financial service provider, since November 2020.

Both companies are listed on the TASE.

Most recently, Mr.

Yamin worked at Microsoft for 16 years, until 2018.

His last role at Microsoft was Vice-President in Greater China

and as a member of the worldwide leadership team of Microsoft’s enterprise business.

In this role Mr.

Yamin was responsible for

all enterprise and partners business in China, Hong-Kong and Taiwan and led the strategy and execution of transforming the sales engagement

from on-premise to a cloud-based model.

Previously, Mr.

Yamin led Microsoft Israel as the Country Manager for 10 years.

During that time,

Yamin assembled a new team that transformed Microsoft Israel into one of the fastest-growing subsidiaries within Microsoft, growing

revenues double-digits each year for 10 consecutive years and winning Microsoft’s “best subsidiary” award.

this period, he managed to strengthen the footprint of Microsoft in Israel with a specific focus on redefining the engagement with the

start-up and the entrepreneur’s community, with one of the very first start-up accelerators in Israel.

Yamin was awarded the

Platinum Circle of Excellence Award three times, the highest recognition at Microsoft for business achievements and effective leadership.

Yamin also served as chairman of the Executive Council of Technion, Israel’s leading institute of technology.

As chairman, he

led the Technion globalization strategy by collaborating with Cornell University to establish the TCII — Technion Cornell Innovation

Institute in New York City and established the Guangdong-Technion Institute of Technology in China.

Prior to that, Mr.

Yamin served as

the Chief Executive Officer of Malam Information Technology, a division of Malam Systems, one of Israel’s leading IT system integrators,

and as the Chief Information Officer of Elscint, a global leading medical imaging company.

From November 2018 to January 2020, Mr.

was a member of the board of directors of Reduxio.

Yamin received a B.Sc.

degree in Industrial and Management Engineering from Technion

and participated in a Microsoft Senior Leadership Program at Wharton Business School.

has been our Chief Financial Officer since January 2021.

Gloor is an experienced investment banker that has transacted in the TMT,

consumer, healthcare, industrial, oil & gas and specialty finance verticals.

Since November 2020, Mr.

Gloor has been the Founder and

Managing Member of Sagara Group, LLC, where he specializes in fundraising and strategic consulting for growth-stage companies, alternative

asset managers and others.

has been our Chief Financial Officer since January 2021 and our Chief Executive Officer since November 2022.

Gloor is an experienced

investment banker that has transacted in the TMT, consumer, healthcare, industrial, oil & gas and specialty finance verticals.

November 2020, Mr.

Gloor has been the Founder and Managing Member of Sagara Group, LLC, where he specializes in strategic consulting and

business services for growth-stage companies, alternative asset managers and others.

From October 2018 to August 2020, Mr.

Gloor was a member of the Financial Institutions Group at Nomura specializing

in SPAC and Specialty Finance investment banking.

From November 2014 to September 2018, Mr.

Gloor was a member of the Advisory & Financing

Group at Societe Generale Corporate & Investment Banking, where he provided event-driven bridge and term lending and capital structure

advisory services to blue-chip corporate clients and completed several prominent financing transactions supporting M&A and corporate

member of the Financial Institutions Group at Nomura specializing in SPAC and Specialty Finance investment banking.

From November 2014

to September 2018, Mr.

Gloor was a member of the Advisory & Financing Group at Societe Generale Corporate & Investment Banking,

where he provided event-driven bridge and term lending and capital structure advisory services to blue-chip corporate clients and completed

several prominent financing transactions supporting M&A and corporate actions.

Gloor received an M.Sc.

in Accounting and Finance from the London School of Economics and Political Science in London, United

Kingdom and a BBA from the Norwegian Business School in Oslo, Norway.

in Accounting and Finance

from the London School of Economics and Political Science in London, United Kingdom and a BBA from the Norwegian Business School in Oslo,

Vadim Komissarov ,

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The term of office of the second class of directors, consisting of Messrs.

Melamed and Yamin, will expire at

Melamed and Gloor, will expire at

the second annual meeting of shareholders.

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by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

directors is authorized to appoint officers as it deems appropriate pursuant to our Articles.

Director Independence

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Our shareholders

that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated

memorandum and articles of association.

that wish to nominate a director for election to our board of directors should follow the procedures set forth in our Articles.

We have not formally established

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as indicated above, other than the payment of customary fees we may elect to make to members of our board of directors for director service

and payment to an affiliate of our sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and

administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees,

will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services

they render in order to effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation

of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation

arrangements to be entered into in connection with such initial business combination.

and payment to an affiliate of our sponsor of $10,000 per month for office space, utilities and secretarial and administrative support

and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of

our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order

to effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial

business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements

to be entered into in connection with such initial business combination.

The charter also provides

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EXECUTIVE COMPENSATION.

None of our officers or directors

have received any cash compensation for services rendered to us.

Commencing on the date that our securities are first listed on Nasdaq

through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor $10,000 per month

for office space, utilities, secretarial and administrative support services provided to members of our management team.

to make payment of customary fees to members of our board of directors for director service.

In addition, our sponsor, officers and directors,

or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our

behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee

will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

payments prior to an initial business combination will be made from funds held outside the trust account.

Other than quarterly audit committee

review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors

and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying

and consummating an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including

finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates,

prior to completion of our initial business combination.

None of our officers or

directors have received any cash compensation for services rendered to us.

Commencing on the date that our securities are first

listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we pay Sagara Group,

LLC $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our

management team.

We may elect to make payment of customary fees to members of our board of directors for director service.

addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due

diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our

sponsor, officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made

from funds held outside the trust account.

Other than quarterly audit committee review of such reimbursements, we do not expect to

have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket

expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial

business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and

consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to

completion of our initial business combination.

After the completion of our

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The following table is based

on 41,491,564 ordinary shares outstanding as of the date of this Annual Report, of which 33,399,251 were Class A ordinary shares (including

on 41,491,564 ordinary shares outstanding as of February 16, 2023, of which 33,399,251 were Class A ordinary shares (including 32,369,251

public shares and 1,030,000 private placement shares) and 8,092,313 were Class B ordinary shares.

Unless otherwise indicated,

it is believed that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially

owned by them.

Unless otherwise indicated, it is believed

that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned

Name and Address of Beneficial Owner (1)

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Percentage of

Byte Holdings LP (2)(3)

Kobi Rozengarten

2 unchanged sentences

All officers and directors as a group (5 individuals)

Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A.

Englander (4)

Linden Capital L.P.;

Linden GP LLC, Linden Advisors LP, and Siu Min (Joe) Wong (5)

Byte Holdings LP (2)(3)

Clal Insurance Enterprises Holdings Ltd.

Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and Alec N.

Less than one percent

otherwise noted, the business address of each of our shareholders listed is 445 Park Avenue, 9th Floor, New York, NY 10022.

Interests shown consist solely of founder shares, classified as Class B ordinary shares.

Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment.

First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P.

and FTCS Sub GP LLC (5)

Glazer Capital, LLC and Paul J.

Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J.

Snyderman (7)

Meteora Capital, LLC and Vik Mittal (8)

Saba Capital Management, L.P., Saba Capital Management GP, LLC and Boaz R.

Weinstein (9)

than one percent

Unless otherwise noted, the business address of each of our shareholders listed is 445 Park Avenue, 9th Floor, New York, NY 10022.

Interests shown consist solely of founder shares, classified as Class B ordinary shares and private placement shares.

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment.

Byte Holdings LP, our sponsor, is the record holder of such shares, and the members of our management team are among the members of our sponsor.

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The foregoing individuals disclaim any beneficial ownership of the securities held by Byte Holdings LP other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

According to a Schedule 13G/A filed by such persons as a group with the SEC on February 1, 2022, Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 686,900 of the Issuer’s Class A Ordinary Shares, ICS Opportunities II LLC, a Cayman Islands limited liability company (“ICS II”), beneficially owned 25,562 shares of the Issuer’s Class A Ordinary Shares,;

and ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 1,096,500 of the Issuer’s Class A Ordinary Shares, which together with the Issuer’s Class A Ordinary Shares beneficially owned by Integrated Core Strategies and ICS II represented 1,808,962 of the Issuer’s Class A Ordinary Shares.

Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities.

Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies.

Millennium Management is also the general partner of the 100% owner of ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.

Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies.

Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.

The managing member of Millennium Group Management is a trust of which Israel A.

Englander, a United States citizen ("Mr.

Englander"), currently serves as the sole voting trustee.

Therefore, Mr.

Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and ICS Opportunities.

The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr.

Englander as to beneficial ownership of the securities, as the case may be.

The business address for this shareholder is c/o Millennium Management LLC, 399 Park Avenue, New York, New York 10022.

(5) According

to a Schedule 13G/A filed by such persons as a group with the SEC on February 4, 2022, each of Linden Advisors LP, a Delaware limited

partnership (“Linden Advisors”);

and Siu Min (Joe) Wong (“Mr.

Wong”), a citizen of China (Hong Kong) and the

United States may be deemed the beneficial owner of 2,000,000 shares.

This 2,000,000 amount consists of 1,878,289 shares held by Linden

Capital L.P., a Bermuda limited partnership (“Linden Capital”) and 121,711 shares held by one or more separately managed

accouns (the “Managed Accounts”).

Linden GP LLC, a Delaware limited liability company (“Linden GP”) is the general

partner of Linden Capital and, in such capacity, may be deemed to beneficially own the shares held by Linden Capital.

Linden Advisors

is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts.

Wong is the principal

owner and controlling person of Linden Advisors and Linden GP.

In such capacities, Linden Advisors and Mr.

Wong may each be deemed to

beneficially own the shares held by each of Linden Capital and the Managed Accounts.

The principal business address for Linden Capital

is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda.

The principal business address for each of Linden Advisors, Linden GP

Wong is 590 Madison Avenue, 15th Floor, New York, New York 10022.

(6) According

to a Schedule 13G filed by Clal Insurance Enterprises Holdings Ltd.

(“Clal”), an Israeli public corporation, with the SEC

on April 7, 2021, all 2,025,000 shares reported in this table as beneficially owned by Clal are held for members of the public through,

among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries

operate under independent management and make independent voting and investment decisions.

Consequently, this shall not be construed

as an admission by Clal that it is the beneficial owner of any of the shares reported herein.

The principal business address for Clal

is 36 Raul Walenberg St., Tel Aviv 66180, Israel.

(8) According

to a Schedule 13G filed by such persons as a group with the SEC on January 14, 2022, each of Magnetar Financial LLC (“Magnetar

Financial”), a Delaware limited liability company, Magnetar Capital Partners LP (Magnetar Capital Partners”), a Delaware

limited partnership, Supernova Management LLC (“Supernova Management”), a Delaware limited liability company and Alec N.

Litowitz (“Mr.

Litowitz”), a U.S.

According to a Schedule 13G filed by Clal Insurance Enterprises Holdings Ltd.

(“Clal”), an Israeli public corporation, with the SEC on April 7, 2021, all 2,025,000 shares reported in this table as beneficially owned by Clal are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions.

Consequently, this shall not be construed as an admission by Clal that it is the beneficial owner of any of the shares reported herein.

The principal business address for Clal is 36 Raul Walenberg St., Tel Aviv 66180, Israel.

According to a Schedule 13G filed by such persons as a group with the SEC on February 14, 2023, each of First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP LLC (“Sub GP”) may be deemed the beneficial owner of 1,963,966 shares.

VARBX is a series of Investment Managers Series Trust II which is an investment company registered under the Investment Company Act of 1940.

FTCM is an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Services Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, and (ii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “Client Accounts”).

FTCS is a Delaware limited partnership and control person of FTCM.

Sub GP is a Delaware limited liability company and control person of FTCM.

The principal business address of FTCM, FTCS and Sub GP is 225 W.

Wacker Drive, 21st Floor, Chicago, IL 60606.

The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

According to a Schedule 13G filed with the SEC on February 14, 2023 by Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”), with respect to the ordinary shares held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer Funds”) and Mr.

Glazer, a United States citizen (“Mr.

Glazer”), who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds, each may be deemed the beneficial owner of 1,855,494 shares reported in this table.

The principal business address for each of Glazer Capital and Mr.

Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.

According to a Schedule 13G/A filed by such persons as a group with the SEC on January 27, 2023, each of Magnetar Financial LLC (“Magnetar Financial”), a Delaware limited liability company, Magnetar Capital Partners LP (Magnetar Capital Partners”), a Delaware limited partnership, Supernova Management LLC (“Supernova Management”), a Delaware limited liability company and David J.

Snyderman (“Mr.

Snyderman”), a U.S.

citizen, hold 2,076,592 ordinary shares.

The amount consists of (A) 208,372 shares held

for the account of Magnetar Constellation Fund II, Ltd, a Cayman Islands exempted company;

(B) 709,940 shares held for the account of

Magnetar Constellation Master Fund, Ltd, a Cayman Islands exempted company;

Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company;

(D) 68,373 shares held for the account of Magnetar Capital Master

Fund Ltd, a Cayman Islands exempted company;

(E) 17,227 shares held for the account of Magnetar Discovery Master Fund Ltd, a Cayman Islands

exempted company;

(F) 243,408 shares held for the account of Magnetar Xing He Master Fund Ltd, a Cayman Islands exempted company;

101,420 shares held for the account of Purpose Alternative Credit Fund Ltd, a Cayman Islands exempted company;

(H) 162,272 shares held

for the account of Magnetar SC Fund Ltd, a Cayman Islands exempted company;

(I) 276,600 shares held for the account of Magnetar Structured

Credit Fund, LP, a Delaware limited partnership;

(J) 108,796 shares held for the account of Magnetar Lake Credit Fund LLC, a Delaware

limited liability company;

and (K) 33,192 shares held of the account Purpose Alternative Credit Fund - T LLC, a Delaware limited liability

The amount consists of (A) 208,372 shares held for the account of Magnetar Constellation Fund II, Ltd, a Cayman Islands exempted company;

(B) 709,938 shares held for the account of Magnetar Constellation Master Fund, Ltd, a Cayman Islands exempted company;

(C) 169,000 shares held for the account of Magnetar Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company;

(D) 63,596 shares held for the account of Magnetar Capital Master Fund Ltd, a Cayman Islands exempted company;

(E) 243,406 shares held for the account of Magnetar Xing He Master Fund Ltd, a Cayman Islands exempted company;

(F) 101,420 shares held for the account of Purpose Alternative Credit Fund Ltd, a Cayman Islands exempted company;

(G) 162,272 shares held for the account of Magnetar SC Fund Ltd, a Cayman Islands exempted company;

(H) 276,600 shares held for the account of Magnetar Structured Credit Fund, LP, a Delaware limited partnership;

(I) 108,796 shares held for the account of Magnetar Lake Credit Fund LLC, a Delaware limited liability company;

and (J) 33,192 shares held of the account Purpose Alternative Credit Fund - T LLC, a Delaware limited liability company;

collectively (the “Magnetar Funds”).

Magnetar Financial serves as the investment adviser to the Magnetar Funds,

and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts.

Capital Partners serves as the sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner

of Magnetar Capital Partners.

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The manager of Supernova Management is Mr.

The address of the principal business office of each

of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr.

Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston,

Illinois 60201.

The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr.

Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

According to a Schedule 13G filed with the SEC on February 16, 2023 by Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”) with respect to the ordinary shares held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”), and Vik Mittal, a United States citizen, who serves as the Managing Member of Meteora Capital, with respect to the ordinary shares held by the Meteora Funds, each may be deemed the beneficial owner of 1,751,455 shares reported in this table.

The principal business address for each of Meteora Capital and Vik Mittal is 840 Park Drive East, Boca Raton, FL 33444.

According to a Schedule 13G filed with the SEC on June 17, 2022 by Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr.

Weinstein (together, the “Reporting Persons”), the Reporting Persons share voting and dispositive power over 2,312,527 ordinary shares.

The principal business address for each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

CERTAIN RELATIONSHIPS AND RELATED

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our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination;

(ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity;

(iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 24 months from the closing of the IPO, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame;

(ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a shareholder vote to approve an amendment to our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination by the Extended Date or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity;

(iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination by the Extended Date, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame;

and (iv) vote any founder shares and private placement shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination.

If we submit our initial business combination to our public shareholders for a vote, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.

As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would need 11,623,470, or 35.9%, of the 32,369,251 public shares sold in the IPO to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted);

As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would not need any of the public shares sold in the IPO to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted);

the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

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Administrative Services Agreement

The Company agreed to pay

the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services.

Upon completion

of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

The Company agreed to pay the

Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services.

On Novermber 30, 2022,

the sponsor assigned such agreement to Sagara Group, LLC.

Upon completion of the Initial Business Combination or the Company’s liquidation,

the Company will cease paying these monthly fees.

Registration Rights

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The following is a summary of fees paid to Marcum for services rendered.

During the period from January 8, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting

firm were approximately $101,000 for the services Marcum performed in connection with our Initial Public Offering and the audit of

our December 31, 2021 financial statements included in this Annual Report on Form 10-K.

the year ended December 31, 2022 and the period from January 8, 2021 (inception) through December 31, 2021, fees for our independent registered

public accounting firm were approximately $72,000 and $101,000, respectively, for the services Marcum performed in connection with our

Initial Public Offering and the audit of our December 31, 2021 financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees .

During the period from January 8, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not

render assurance and related services related to the performance of the audit or review of financial statements.

period from January 8, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render services

to us for tax compliance, tax advice and tax planning.

During the year ended December 31, 2022 and the period from January 8, 2021 (inception) through December 31, 2021, our independent registered

public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

year ended December 31, 2022 and the period from January 8, 2021 (inception) through December 31, 2021, fees for our independent registered

public accounting firm were approximately $3,000 and $0, respectively, for tax compliance, tax advice and tax planning.

All Other Fees .

the period from January 8, 2021 (inception) through December 31, 2021, there were no fees billed for products and services provided by

our independent registered public accounting firm other than those set forth above.

the year ended December 31, 2022 and the period from January 8, 2021 (inception) through December 31, 2021, there were no fees billed

for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

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the exhibits listed in the attached Exhibit Index.

Exhibit Number

Amended and Restated Memorandum and Articles of Association (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No.

001-40222), filed with the SEC on March 23, 2021).

Amended and Restated Memorandum and Articles of Association.

Specimen Unit Certificate (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No.

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001-40222), filed with the SEC on March 23, 2021).

Description of Securities.

Description of Securities (Incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K (File No.

001-40222), filed with the SEC on April 6, 2022).

Letter Agreement, dated March 18, 2021, by and among the Company, its officers, its directors and Byte Holdings LP (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No.

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001-40222), filed with the SEC on March 23, 2021).

Non-Redemption Agreement, dated March 8, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-40222), filed with the SEC on March 8, 2023).

Non-Redemption Agreement, dated March 8, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-40222), filed with the SEC on March 8, 2023).

Power of Attorney (included on signature pages herein).

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal

Executive, Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302

of the Sarbanes-Oxley Act of 2002.

Certification of Principal

Executive, Financial and Accounting Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley

Inline XBRL Instance Document

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Financial Statements:

Balance Sheet F-3

Statement of Operations F-4

Statement of Changes in Shareholders’ Deficit F-5

Statement of Cash Flows F-6

Balance Sheets F-3

Statements of Operations F-4

Statements of Changes in Shareholders’ Deficit F-5

Statements of Cash Flows F-6

Notes to Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

To the Stockholders and Board of Directors of

BYTE Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of BYTE Acquisition Corp.

(the “Company”) as of December 31, 2021, the related statements of operations, changes in shareholders’

deficit and cash flows for the period from January 8, 2021 (inception) through December 31, 2021, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from

January 8, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States

We have audited the accompanying balance sheets of

Byte Acquisition Corp.

(the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in

stockholders’ deficit and cash flows for the year ended December 31, 2022 and the period from January 8, 2021 (inception) through

December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results

of its operations and its cash flows for the year ended December 31, 2022 and the period from January 8, 2021 (inception) through December

31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the

Company’s business plan is dependent on the completion of a business combination and the Company has determined that the mandatory liquidation and subsequent

dissolution should the Company be unable to complete a business combination raises substantial doubt about the Company's

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements,

the Company’s business plan is dependent on the completion of a business combination and raises substantial doubt about the Company’s

ability to continue as a going concern.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

The financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

Basis for Opinion

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of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

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regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits included performing procedures to

assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor since 2021.

Houston, Texas

April 6, 2022

March 30, 2023

BYTE ACQUISITION CORP.

BALANCE SHEET

December 31, 2021

BALANCE SHEETS

Current assets:

Cash and cash equivalents

Prepaid expenses

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$ 329,414,104

$ 326,072,415

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:

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Total liabilities

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption at $ 10.00 per share, $ 0.0001 par value;

32,369,251 shares issued and outstanding

Commitments and Contingencies

Class A ordinary shares subject to possible redemption at $10.14 and $10.00 per share, $ 0.0001 par value;

32,369,251 shares issued and outstanding as of December 31, 2022 and 2021, respectively

Shareholders’ Deficit:

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200,000,000 shares authorized;

1,030,000 shares issued and outstanding (excluding 32,369,251 shares subject to possible redemption)

1,030,000 shares issued and outstanding (excluding 32,369,251 shares subject to possible redemption) as of December 31, 2022 and 2021, respectively

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

8,092,313 shares issued and outstanding

8,092,313 shares issued and outstanding as of December 31, 2022 and 2021, respectively

Additional paid-in capital

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( 11,812,362 )

( 18,009,404 )

Total shareholders’ deficit

( 11,811,450 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:

( 18,008,492 )

The accompanying notes

are an integral part of these financial statements.

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders’ Deficit:

$ 329,414,104

$ 326,072,415

The accompanying notes are an integral part

of these financial statements.

BYTE ACQUISITION CORP.

STATEMENT OF OPERATIONS

STATEMENTS OF OPERATIONS

For the Year Ended

For The Period From

JANUARY 8, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

(Inception) through

General and administrative expenses

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( 1,397,009 )

( 1,021,347 )

Change in fair value of derivative warrant liabilities

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Income from investments held in Trust Account

Weighted average shares outstanding of Class A ordinary shares

Basic and diluted net income per share, Class A ordinary shares

Weighted average shares outstanding of Class B ordinary shares

Basic and diluted net income per share, Class B ordinary shares

The accompanying notes

are an integral part of these financial statements.

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Weighted average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary shares

Basic and diluted net income per share, non-redeemable Class A ordinary shares and Class B ordinary shares

The accompanying notes are an integral part

of these financial statements.

BYTE ACQUISITION CORP.

STATEMENT OF CHANGES

IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD FROM

JANUARY 8, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE YEAR ENDED DECEMBER 31, 2022

Ordinary Shares

Shareholders’

Balance - January 1, 2022

$ ( 18,009,404 )

$ ( 18,008,492 )

Increase in redemption value of Class A ordinary shares subject to redemption

( 4,433,922 )

Balance - December 31, 2022

$ ( 11,812,362 )

$ ( 11,811,450 )

FOR THE PERIOD FROM JANUARY 8, 2021 (INCEPTION)

THROUGH DECEMBER 31, 2021

Ordinary Shares

Shareholders’

Balance - January 8, 2021 (Inception)

Issuance of Class B ordinary shares to Sponsor (1)

Sale of private placement units, less fair value of derivative warrant liabilities

Sale of units in initial private offering, less allocation to derivative warrant liabilities

Accretion of Class A ordinary shares subject to possible redemption amount

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$ ( 18,008,492 )

The accompanying notes

are an integral part of these financial statements.

The accompanying notes are an integral part

of these financial statements.

BYTE ACQUISITION CORP.

STATEMENT OF CASH FLOWS

STATEMENTS OF CASH FLOWS

For the Year Ended

For The Period From

JANUARY 8, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

(Inception) through

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

General and adminsitrative expenses paid by related party in exchange for issuance of Class B ordinary shares

General and adminsitrative expenses paid by related party under promissory note

General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares

General and administrative expenses paid by related party under promissory note

Change in fair value of derivative warrant liabilities

( 7,518,520 )

( 6,862,530 )

Offering costs associated with derivative warrant liabilities

Income from investments held in Trust Account

( 4,509,453 )

Changes in operating assets and liabilities:

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Deferred underwriting commissions

Accretion of Class A ordinary shares subject to possible redemption

The accompanying notes

are an integral part of these financial statements.

Remeasurement on Class A ordinary shares subject to possible redemption

The accompanying notes are an integral part

of these financial statements.

Note 1 - Description of Organization and Business

BYTE Acquisition Corp.

NOTES TO FINANCIAL

1 - Description of Organization and Business Operations

Acquisition Corp.

(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 8,

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses (“Business Combination”).

While the Company may pursue an initial

business combination target in any business or industry, it intends to focus its search for targets in the Israeli technology industry,

including those engaged in cybersecurity, automotive technology, fintech, enterprise software, cloud computing, semiconductors, medical

technology, AI and robotics and that offer a differentiated technology platform and products.

The Company is an early stage and emerging

growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

of December 31, 2021, the Company had not yet commenced operations.

All activity for the period from January 8, 2021 (inception) through

December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”)

and since the closing of the initial public offering, the search for a prospective initial Business Combination.

The Company will not

generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company generates non-operating

income in the form of interest and other income on investments of the proceeds derived from the Initial Public Offering.

The Company has

selected December 31 as its fiscal year end.

Company’s sponsor is Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”).

The registration

statement for the Company’s Initial Public Offering was declared effective on March 17, 2021.

On March 23, 2021, the Company consummated

its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included

in the Units, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 300.0 million, and incurring

underwriting fees and other offering costs of approximately $ 17.2 million, inclusive of approximately $ 10.5 million in deferred

underwriting commissions (see Note 6).

The underwriter was granted a 45-day option from the date of the final prospectus relating to the

Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at $ 10.00 per Unit.

On April 7, 2021, the underwriter exercised the over-allotment option in part and purchased an additional 2,369,251 Units (the

“Over-Allotment Units”), generating gross proceeds of $ 23,692,510 .

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,030,000 Units

(the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit, generating total gross proceeds of $ 10.3 million

(see Note 4).

the closing of the Initial Public Offering, sale of the Over-Allotment Units and closing of the Private Placement, $323.7 million ($10.00

per Unit) of the net proceeds of the Initial Public Offering, the Over-Allotment Units and certain of the proceeds of the Private Placement

was placed in a trust account (“Trust Account”) and will be invested in U.S.

government securities, within the meaning set

forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity

of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of

Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination

and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

In addition, the

Company transferred an excess amount of $900,000 into the Trust Account upon closing of the Initial Public Offering, of which approximately

$474,000 remained in the Trust Account after closing of the sale of the Over-Allotment Units.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward

completing a Business Combination.

The Company must complete its initial Business Combination with one or more target businesses that

together have a fair market value equal to at least 80 % of the net assets held in the Trust Account (excluding the amount of any

deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination.

will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and

outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not

to be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will be able

to successfully effect a Business Combination.

Company will provide its shareholders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all

or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (at $ 10.00 per share), calculated as of

two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust

Account and not previously released to the Company to pay its tax obligations.

There will be no redemption rights upon the completion

of a Business Combination with respect to the Company’s warrants.

The Class A ordinary shares were recorded at redemption value

and classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).

the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under

Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at

a general meeting of the Company.

If a shareholder vote is not required under applicable law or stock exchange listing requirements and

the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated

Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission

(“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement

with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination,

the Sponsor agreed to vote its Founder Shares (as defined in Note 5), the Class A ordinary shares underlying the Private Placement Units

(the “Private Placement Shares”) and any Public Shares purchased in or after the Initial Public Offering in favor of approving

a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve

(the “Company”)

is a blank check company incorporated as a Cayman Islands exempted company on January 8, 2021.

The Company was formed for the purpose

of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more

businesses (“Business Combination”).

While the Company may pursue an initial business combination target in any business or

industry, it intends to focus its search for targets in the Israeli technology industry, including those engaged in cybersecurity, automotive

technology, fintech, enterprise software, cloud computing, semiconductors, medical technology, AI and robotics and that offer a differentiated

technology platform and products.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all

of the risks associated with early stage and emerging growth companies.

As of December 31, 2021, the Company had not yet

commenced operations.

All activity for the period from January 8, 2021 (inception) through December 31, 2022 relates to the Company’s

formation and the initial public offering (the “Initial Public Offering”) and since the closing of the initial public offering,

the search for a prospective initial Business Combination.

The Company will not generate any operating revenues until after the completion

of a Business Combination, at the earliest.

The Company generates non-operating income in the form of interest and other income on investments

of the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Byte Holdings LP,

a Cayman Islands exempted limited partnership (the “Sponsor”).

The registration statement for the Company’s Initial

Public Offering was declared effective on March 17, 2021.

On March 23, 2021, the Company consummated its Initial Public Offering of 30,000,000

units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”),

at $ 10.00 per Unit, generating gross proceeds of $ 300.0 million, and incurring underwriting fees and other offering costs of approximately

$ 17.2 million, inclusive of approximately $ 10.5 million in deferred underwriting commissions (see Note 6).

The underwriter was granted

a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units

to cover over-allotments, if any, at $ 10.00 per Unit.

On April 7, 2021, the underwriter exercised the over-allotment option in part and

purchased an additional 2,369,251 Units (the “Over-Allotment Units”), generating gross proceeds of $ 23,692,510 .

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the private placement (“Private Placement”) of 1,030,000 Units (the “Private

Placement Units”) at a price of $ 10.00 per Private Placement Unit, generating total gross proceeds of $ 10.3 million (see Note 4).

Upon the closing of the Initial Public Offering,

sale of the Over-Allotment Units and closing of the Private Placement, $323.7 million ($10.00 per Unit) of the net proceeds of the Initial

Public Offering, the Over-Allotment Units and certain of the proceeds of the Private Placement was placed in a trust account (“Trust

Account”) and will be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment

Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended

investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act,

as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds

in the Trust Account to the Company’s shareholders, as described below.

In addition, the Company transferred an excess amount of

$900,000 into the Trust Account upon closing of the Initial Public Offering, of which approximately $474,000 remained in the Trust Account

after closing of the sale of the Over-Allotment Units.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units,

although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least

80 % of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account)

at the time of the agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business

Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a

controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment

There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its shareholders of the

Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the

completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or

(ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct

a tender offer will be made by the Company.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion

of the amount held in the Trust Account (at $ 10.00 per share), calculated as of two business days prior to the completion of a Business

Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its tax obligations.

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s

The Class A ordinary shares were recorded at redemption value and classified as temporary equity in accordance with the Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity” (“ASC 480”).

If the Company seeks shareholder approval, the

Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business

Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a

shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,

conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender

offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing

a Business Combination.

However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible

assets to be less than $ 5,000,001 .

In such case, the Company would not proceed with the redemption of its Public Shares and the related

Business Combination, and instead may search for an alternate Business Combination.

Additionally, each Public Shareholder may elect to

redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding

the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder,

together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted

from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written

Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the

completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association

(i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete

a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’

rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem

their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account

with respect to the Founder Shares if the Company fails to complete a Business Combination.

Company will have until 24 months from the closing of the Initial Public Offering, or March 23, 2023 (the “Combination Period”)

to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company

will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business

days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account, including interest earned (less taxes payable and up to $100,000 of interest to pay dissolution expenses),

divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights

as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve

and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

Sponsor agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to

complete a Business Combination within the Combination Period.

However, if the Sponsor acquires Public Shares in or after the Initial

Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete

a Business Combination within the Combination Period.

The underwriters agreed to waive their rights to their deferred underwriting commission

(see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period

and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption

of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for

distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

Sponsor agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products

sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality

or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1)

$10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the

Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable.

This liability

will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies

held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public

Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent

of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent

public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the

Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

and Going Concern

of December 31, 2021, the Company had approximately $ 1.7 million in its operating bank account and working capital of approximately

$ 2.0 million.

Company’s liquidity through the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 from

the Sponsor to cover certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below),

the loan under the Note from the Sponsor of approximately $ 149,000 (see Note 5) to the Company, and the net proceeds from the consummation

of the Private Placement not held in the Trust Account.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor agreed to vote

its Founder Shares (as defined in Note 5), the Class A ordinary shares underlying the Private Placement Units (the “Private Placement

Shares”) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and

to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.

However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 .

In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead

may search for an alternate Business Combination.

Additionally, each Public Shareholder may elect to redeem its Public Shares, without

voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company

seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s

Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor agreed (a) to waive its redemption

rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and

(b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing

of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the

Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial

business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares

in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect

to the Founder Shares if the Company fails to complete a Business Combination.

The Company will have until 24 months from the closing

of the Initial Public Offering, or September 25, 2023 (the “Combination Period”) to complete a Business Combination.

Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for

the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding

Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest

earned (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public

Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive

further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor agreed to waive its liquidation rights

with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to

liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the

event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included

with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution,

it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering

price per Unit ($ 10.00 ).

The Sponsor agreed that it will be liable to the

Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target

business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination

agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount

per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share

due to reductions in the value of trust assets, less taxes payable.

This liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under

the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under

the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to

be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by

endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target

businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest

or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of December 31, 2022, the Company had approximately

$ 1.1 million in its operating bank account and working capital of approximately $ 0.8 million.

The Company’s liquidity through the consummation

of the Initial Public Offering were satisfied through the payment of $ 25,000 from the Sponsor to cover certain offering costs on behalf

of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately

$ 149,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account.

The Company fully repaid the Note on March 25, 2021.

In addition, in order to

finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders

may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

To date, there were no amounts outstanding under

any Working Capital Loans.

connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a

going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate

after March 23, 2023.

The financial statements do not include any adjustment that might be necessary if the Company is unable to continue

as a going concern.

and Uncertainties

continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of

the date of the financial statements.

The financial statements do not include any adjustments that might result from the outcome of this

2 - Basis of Presentation and Summary of Significant Accounting Policies

of Presentation

The accompanying

financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of

America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company

nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

preparation of financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate

of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management

considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual

results could differ significantly from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents held outside the Trust Account as of December 31, 2021.

Held in Trust Account

Company’s portfolio of investments is comprised solely of U.S.

government securities, within the meaning set forth in Section 2(a)(16)

of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

securities and generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in

the Trust Account are comprised of U.S.

In addition, in order to finance transaction costs in connection with a Business

Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working

Capital Loans (see Note 5).

To date, there were no amounts outstanding under any Working Capital Loans.

In connection with the Company’s assessment

of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of

Financial Statements - Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution

raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying

amounts of assets or liabilities should the Company be required to liquidate after September 25, 2023.

The financial statements do not

include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Risks and Uncertainties

Management continues to evaluate the impact of

the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 - Basis of Presentation and Summary

of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial

information and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports

and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging

growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period,

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s

financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted

out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management

to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set

of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could

change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents held outside

the Trust Account as of December 31, 2022 and 2021.

Investments Held in Trust Account

The Company’s portfolio of investments is

comprised solely of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a

maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities and generally have a readily

determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised of U.S.

government securities, the investments are classified as trading securities.

When the Company’s

investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities

and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period.

losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the

accompanying statement of operations.

The estimated fair values of investments held in the Trust Account are determined using available

market information.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 , and investments held in Trust Account.

31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks

on such accounts.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair

Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet.

Value Measurements

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements).

When the Company’s investments held in the Trust Account

are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in money market

funds are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change

in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $ 250,000 , and investments held in Trust Account.

At December 31, 2022 and 2021, the Company has not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate

the carrying amounts represented in the balance sheets.

Fair Value Measurements

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted

quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs

(Level 3 measurements).

These consist of:

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

Warrant Liabilities

Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates

all of its financial instruments, including issued share purchase warrants and forward purchase agreements, to determine if such instruments

are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives

and Hedging” (“ASC 815”).

The classification of derivative instruments, including whether such instruments should be

recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

warrants issued in connection with the Company’s Initial Public Offering (the “Public Warrants”) and the Private Placement

Warrants issued in connection with the Initial Public Offering and the Private Placement are recognized as derivative liabilities in accordance

with ASC 815.

In addition, based on management’s evaluation, the tender offer provision fails the indexation criteria as contemplated

by ASC Section 815-40-25.

As a result, the Company accounts for the Public Warrants as a liability.

Accordingly, the Company recognizes

the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities

are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s

statement of operations.

The initial estimated fair value of the warrants was measured using a Monte Carlo simulation.

The subsequent

estimated fair value of the Public Warrants is based on the listed price in an active market for such warrants while the fair value of

the Private Placement Warrants continues to be measured using a Monte Carlo simulation.

Costs Associated with the Initial Public Offering

costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly

related to the Initial Public Offering.

Offering costs were allocated to the separable financial instruments issued in the Initial Public

Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with derivative warrant

liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations.

Offering costs associated

with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares subject to possible redemption

upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting commissions as non-current liabilities

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

A Ordinary Shares Subject to Possible Redemption

Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480.

Class A ordinary

shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

Conditionally redeemable

Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder

or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary

At all other times, Class A ordinary shares is classified as shareholders’ equity.

The Company’s Public Shares feature

certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain

future events.

Accordingly, as of December 31, 2021, 32,369,251 Class A ordinary shares subject to possible redemption are presented

at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

with the closing of the Initial Public Offering (including sale of the Over-Allotment Units), the Company recognized the accretion from

initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated

Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which clarifies the accounting for uncertainty

in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process

for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits

to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company’s

management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest

and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued

for interest and penalties as of December 31, 2021.

The Company is currently not aware of any issues under review that could result in

significant payments, accruals or material deviation from its position.

Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements

in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

The Company’s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Per Ordinary Share

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has

two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro

rata between the two classes of shares.

Net income per ordinary share is calculated by dividing the net income by the weighted average

of ordinary shares outstanding for the respective period.

calculation of diluted net income per ordinary shares does not consider the effect of the warrants issued in connection with the Initial

Public Offering (including sale of the Over-Allotment Units) and the Private Placement to purchase an aggregate of 16,699,626 ordinary

shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would

be anti-dilutive under the treasury stock method.

As a result, diluted net income per share is the same as basic net income per share

for the period from January 8, 2021 (inception) through December 31, 2021.

Accretion associated with the redeemable Class A ordinary shares

is excluded from net income per share as the redemption value approximates fair value.

following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share

of ordinary shares:

For The Period

From January 8, 2021

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure

fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is

categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Warrant Liabilities

The Company does not use derivative instruments

to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including

issued share purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that

qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed

at the end of each reporting period.

The warrants issued in connection with the Company’s

Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities

in accordance with ASC 815.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments

to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and

any change in fair value is recognized in the Company’s statements of operations.

The initial estimated fair value of the warrants

was measured using a Monte Carlo simulation.

The subsequent estimated fair value of the Public Warrants is based on the listed price in

an active market for such warrants while the fair value of the Private Placement Warrants continues to be measured using a Monte Carlo

simulation with the key inputs being directly or indirectly observable from the Public Warrants listed price.

Offering Costs Associated with the Initial

Public Offering

Offering costs consisted of legal, accounting,

underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.

Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value

basis, compared to total proceeds received.

Offering costs associated with derivative warrant liabilities were expensed as incurred and

presented as non-operating expenses in the statements of operations.

Offering costs associated with the Class A ordinary shares issued

were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public

The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected

to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible

The Company accounts for its Class A ordinary

shares subject to possible redemption in accordance with the guidance in ASC 480.

Class A ordinary shares subject to mandatory redemption

(if any) is classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including

Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon

the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times,

Class A ordinary shares is classified as shareholders’ equity.

The Company’s Public Shares feature certain redemption rights

that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

as of December 31, 2022 and 2021, 32,369,251 Class A ordinary shares subject to possible redemption are presented at redemption value

as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Effective with the closing of the Initial Public

Offering (including sale of the Over-Allotment Units), the Company recognized the accretion from initial book value to redemption amount,

which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

The Company accounts for income taxes under FASB

ASC Topic 740, “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s

financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement

of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s

only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021.

Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from

its position.

The Company is considered an exempted Cayman Islands

Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

such, the Company’s tax provision was zero for the period presented.

The Company’s management does not expect that the total

amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income Per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as

Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

per ordinary share is calculated by dividing the net income by the weighted average of ordinary shares outstanding for the respective

The calculation of diluted net income per ordinary

shares does not consider the effect of the warrants issued in connection with the Initial Public Offering (including sale of the Over-Allotment

Units) and the Private Placement to purchase an aggregate of 16,699,626 ordinary shares in the calculation of diluted income per share,

because their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted net income per share is the same

as basic net income per share for the year ended December 31, 2022 and for the period from January 8, 2021 (inception) through December

Accretion associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value

approximates fair value.

The following table reflects presents a reconciliation

of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares:

For the Year Ended

December 31, 2022

For The Period From

January 8, 2021 (Inception)

through December 31, 2021

non-redeemable

Basic and diluted net income per ordinary share:

2 unchanged sentences

Basic and diluted net income per ordinary share

Accounting Pronouncements

August 2020, the FASB issued ASU No.

2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts

in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU

2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope

exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 8,

2021 (inception).

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material

effect on the accompanying financial statements.

3 - Initial Public Offering

March 23, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, at $ 10.00 per Unit, generating

gross proceeds of $ 300.0 million, and incurring underwriting fees and other offering costs of approximately $ 17.2 million, inclusive

of approximately $ 10.5 million in deferred underwriting commissions.

April 7, 2021, the underwriter exercised the over-allotment option in part and purchased the Over-Allotment Units, generating gross proceeds

of $ 23,692,510 , and 532,687 Founder Shares were subsequently forfeited by the Sponsor.

Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant

entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note

4 - Private Placement

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the Private Placement of 1,030,000 Private Placement

Units at a price of $ 10.00 per Private Placement Unit, generating total gross proceeds of $ 10.3 million.

proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust

If the Company does not complete a Business Combination within the Combination Period, the private placement warrants underlying

the Private Placement Units (the “Private Placement Warrants”) will expire worthless.

5 - Related Party Transactions

January 22, 2021, the Sponsor paid an aggregate of $ 25,000 to cover certain offering costs of the Company in consideration for 8,625,000 of

the Company’s Class B ordinary shares (the “Founder Shares”).

The Founder Shares included an aggregate of up to 1,125,000 shares

subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so

that the number of Founder Shares would collectively represent 20 % of the Company’s issued and outstanding shares upon the

completion of the Initial Public Offering (excluding the Private Placement Shares).

On April 7, 2021, the underwriter exercised its over-allotment

option in part, and 532,687 Founder Shares were subsequently forfeited by the Sponsor.

Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination;

and (B) subsequent to a Business Combination, (x) if the closing price of

the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after a Business

Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other

similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares

for cash, securities or other property.

Note - Related Party

January 22, 2021, the Company entered into a promissory note with the Sponsor, pursuant to which the Company could have borrowed up to

an aggregate principal amount of $ 251,000 (the “Note”).

The Note was non-interest bearing and payable upon the completion

of the Initial Public Offering.

The Company borrowed approximately $ 149,000 under the Note and fully repaid the Note on March

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of

the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business

Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion

of a Business Combination into private placement-equivalent units at a price of $ 10.00 per unit.

Such units would be identical to

the Private Placement Units.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside

the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist

with respect to such loans.

As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative

Services Agreement

Company entered into an agreement that provides that, commencing on effective date of the Initial Public Offering, the Company agreed

to pay the Sponsor $ 10,000 per month for office space, utilities, secretarial and administrative support services.

Upon completion

of a Business Combination or its liquidation, the Company will cease paying these monthly fees.

During the period from January 8, 2021

(inception) through December 31, 2021 the Company incurred $ 100,000 of such fees, reported as general and administrative expenses - related

party in the accompanying statement of operations.

As of December 31, 2021, there were $ 10,000 of such expenses unpaid in accounts payable on the balance sheet.

6 - Commitments and Contingencies

and Shareholder Rights

holders of the Founder Shares, Private Placement Units (including the underlying securities) and securities that may be issued upon conversion

of the Working Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon the effective

date of the Initial Public Offering requiring the Company to register a sale of any of the securities held by them, including any other

securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination.

of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to the completion of a Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration

Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments at the

Initial Public Offering price, less the underwriting discounts and commissions.

On April 7, 2021, the underwriter exercised the over-allotment

option in part and purchased the Over-Allotment Units, generating gross proceeds of $ 23,692,510 .

underwriters received a cash underwriting discount of $0.20 per Unit, or $6.5 million in the aggregate, paid upon the closing of the Initial

Public Offering and sale of Over-Allotment Units.

In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or

$11.3 million in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account

solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

7 - Class A Ordinary Shares Subject to Possible Redemption

Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject

to the occurrence of future events.

As of December 31, 2021, there were 32,369,251 Class A ordinary shares subject to possible

redemption and classified outside of permanent equity in the balance sheet.

Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table:

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No.

Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies

accounting for convertible instruments by removing major separation models required under current U.S.

The ASU also removes certain

settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the

diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 8, 2021 (inception).

Adoption of the

ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any other recently

issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note 3 - Initial Public Offering

On March 23, 2021, the Company consummated its

Initial Public Offering of 30,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 300.0 million, and incurring underwriting

fees and other offering costs of approximately $ 17.2 million, inclusive of approximately $ 10.5 million in deferred underwriting commissions.

On April 7, 2021, the underwriter exercised the

over-allotment option in part and purchased the Over-Allotment Units, generating gross proceeds of $ 23,692,510 , and 532,687 Founder Shares

were subsequently forfeited by the Sponsor.

Each Unit consists of one Class A ordinary share

and one-half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class

A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 9).

Note 4 - Private Placement

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the Private Placement of 1,030,000 Private Placement Units at a price of $ 10.00 per Private Placement

Unit, generating total gross proceeds of $ 10.3 million.

The proceeds from the sale of the Private Placement

Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business

Combination within the Combination Period, the private placement warrants underlying the Private Placement Units (the “Private Placement

Warrants”) will expire worthless.

Note 5 - Related Party Transactions

Founder Shares

On January 22, 2021, the Sponsor paid an aggregate

of $ 25,000 to cover certain offering costs of the Company in consideration for 8,625,000 of the Company’s Class B ordinary shares

(the “Founder Shares”).

The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor

to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would

collectively represent 20 % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (excluding

the Private Placement Shares).

On April 7, 2021, the underwriter exercised its over-allotment option in part, and 532,687 Founder Shares

were subsequently forfeited by the Sponsor.

The Sponsor agreed, subject to limited exceptions,

not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business

and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $ 12.00

per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30-trading day period commencing at least 120 days after a Business Combination, or (y) the date on which the Company

completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the

Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Promissory Note - Related Party

On January 22, 2021, the Company entered into

a promissory note with the Sponsor, pursuant to which the Company could have borrowed up to an aggregate principal amount of $ 251,000

(the “Note”).

The Note was non-interest bearing and payable upon the completion of the Initial Public Offering.

borrowed approximately $ 149,000 under the Note and fully repaid the Note on March 25, 2021.

Related Party Loans

In order to finance transaction costs in connection

with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,

but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Such Working Capital Loans

would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination, without interest, or, at the

lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion of a Business Combination into private placement-equivalent

units at a price of $ 10.00 per unit.

Such units would be identical to the Private Placement Units.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital

Loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of December 31, 2022 and 2021,

the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company entered into an agreement that provides

that, commencing on effective date of the Initial Public Offering, the Company agreed to pay the Sponsor $ 10,000 per month for office

space, utilities, secretarial and administrative support services.

Upon completion of a Business Combination or its liquidation, the Company

will cease paying these monthly fees.

During the year ended December 31, 2022 and the period from January 8, 2021 (inception) through

December 31, 2021 the Company incurred $ 120,000 and $ 100,000 , respectively, of such fees, reported as general and administrative expenses

- related party in the accompanying statements of operations.

On November 30, 2022, the Company assigned the Administrative Services Agreement,

previously entered into by and between the Company and its sponsor, Byte Holdings LP, to Sagara Group, LLC, which is a company controlled

As of December 31, 2022 and 2021, there were $10,000 of such expenses unpaid in accounts payable on the balance

Note 6 - Commitments and Contingencies

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement

Units (including the underlying securities) and securities that may be issued upon conversion of the Working Capital Loans were entitled

to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering requiring

the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior

to the consummation of the Company’s initial Business Combination.

The holders of these securities were entitled to make up to three

demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of a Business Combination.

will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day

option to purchase up to 4,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting

discounts and commissions.

On April 7, 2021, the underwriter exercised the over-allotment option in part and purchased the Over-Allotment

Units, generating gross proceeds of $ 23,692,510 .

The underwriters received a cash underwriting

discount of $ 0.20 per Unit, or $ 6.5 million in the aggregate, paid upon the closing of the Initial Public Offering and sale of Over-Allotment

In addition, the underwriters were entitled to a deferred fee of $ 0.35 per Unit, or $ 11.3 million in the aggregate.

fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes

a Business Combination, subject to the terms of the underwriting agreement.

Note 7 - Class A Ordinary Shares Subject to

Possible Redemption

The Company’s Public Shares feature certain

redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

of December 31, 2022 and 2021, there were 32,369,251 Class A ordinary shares subject to possible redemption and classified outside of

permanent equity in the balance sheets.

The Class A ordinary shares subject to possible

redemption reflected on the balance sheet is reconciled on the following table:

Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units

4 unchanged sentences

( 17,636,964 )

Accretion on Class A ordinary shares subject to possible redemption amount

Class A ordinary shares subject to possible redemption

Initial accretion on Class A ordinary shares subject to possible redemption amount

Remeasurement on Class A ordinary shares subject to possible redemption amount

Class A ordinary shares subject to possible redemption, December 31, 2022

$ 328,126,432

8 - Shareholders’ Deficit

Shares - The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.

The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative,

participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares

of each series.

The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights

that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects.

At December 31, 2021, there were no preference shares issued or outstanding.

A Ordinary Shares - The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of

$ 0.0001 per share.

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

At December 31,

2021, there were 1,030,000 Class A ordinary shares issued or outstanding, excluding 32,369,251 Class A ordinary shares

subject to possible redemption, which have been classified as temporary equity (see Note 7).

B Ordinary Shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per

Holders of the Class B ordinary shares are entitled to one vote for each share.

As of March 31, 2021, there were 8,625,000 Class

B ordinary shares issued and outstanding, of which an aggregate of up to 1,125,000 shares were subject to forfeiture to the

extent that the underwriters’ over-allotment option was not exercised in full or in part so that the number of Founder Shares will

equal 20 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private

Placement Shares).

On April 7, 2021, the underwriter exercised its over-allotment in part, and 532,687 Class B ordinary shares

were subsequently forfeited.

holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted

to a vote of the Company’s shareholders except as otherwise required by law.

Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion

of a Business Combination on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked

securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon

conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after

such conversion (excluding the private placement shares underlying the private placement units and after giving effect to any redemptions

of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or

issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with

or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable

for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent

units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that such conversion of Founder

Shares will never occur on a less than one-for-one basis.

of December 31, 2021, there were 16,184,626 and 515,000 Public Warrants and Private Placement Warrants, respectively,

Warrants may only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only

whole warrants will trade.

The Public Warrants will become exercisable 30 days after the completion of a Business Combination.

Warrants will expire five years from the completion of a Business Combination, or earlier upon redemption or liquidation.

Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation

to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares

underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations

with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon

exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to

be exempt under the securities laws of the state of residence of the registered holder of the warrants.

Company is registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this

prospectus forms a part because the warrants will become exercisable 30 days after the completion of its initial business combination,

which may be within one year of this offering.

However, because the warrants will be exercisable until their expiration date of up to

five years after the completion of the Company’s initial business combination, in order to comply with the requirements of Section

10(a)(3) of the Securities Act following the consummation of the Company’s initial business combination, under the terms of the

warrant agreement, the Company agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of

its initial business combination, the Company will use its best efforts to file with the SEC a post-effective amendment to the registration

statement of which this prospectus forms a part or a new registration statement covering the registration under the Securities Act of

the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become

effective within 60 business days following its initial business combination and to maintain a current prospectus relating to the Class

A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the

warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective

by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on

a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In addition, if the Class

A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the

definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders

of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the

Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration

statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption

is not available.

of warrants when the price per Class A ordinary share equals or exceeds $18.00:

the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described with respect to the

Private Placement Warrants):

whole and not in part;

a price of $0.01 per warrant;

a minimum of 30 days’ prior written notice of redemption to each warrant holder;

and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending

three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”).

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

of warrants when the price per Class A ordinary share equals or exceeds $10.00:

the warrants become exercisable, the Company may redeem the outstanding warrants:

whole and not in part;

a price of $0.10 per Public Warrant;

not less than 30 days’ prior written notice of redemption to each warrant holder;

and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading

day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for

redemption on the same terms as the outstanding Public Warrants, as described above.

the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that

wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in

the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as

described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally,

in no event will the Company be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive

any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside

of the Trust Account with respect to such Public Warrants.

Note 8 - Shareholders’ Deficit

Preference Shares - The Company

is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.

The Company’s board of directors will

be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special

rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.

The board of directors will

be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power

and other rights of the holders of the ordinary shares and could have anti-takeover effects.

On December 31, 2022 and 2021, there were

no preference shares issued or outstanding.

Class A Ordinary Shares - The Company

is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of the Company’s Class

A ordinary shares are entitled to one vote for each share.

On December 31, 2022 and 2021, there were 1,030,000 Class A ordinary shares

issued or outstanding, excluding 32,369,251 Class A ordinary shares subject to possible redemption, which have been classified as temporary

equity (see Note 7).

Class B Ordinary Shares - The Company

is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of the Class B ordinary shares

are entitled to one vote for each share.

As of March 31, 2021, there were 8,625,000 Class B ordinary shares issued and outstanding, of

which an aggregate of up to 1,125,000 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option

was not exercised in full or in part so that the number of Founder Shares will equal 20 % of the Company’s issued and outstanding

ordinary shares after the Initial Public Offering (excluding the Private Placement Shares).

On April 7, 2021, the underwriter exercised

its over-allotment in part, and 532,687 Class B ordinary shares were subsequently forfeited.

Only holders of the Class B ordinary shares will

have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and holders

of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders

except as otherwise required by law.

The Class B ordinary shares will automatically

convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one

basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued

in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal,

in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such conversion (excluding the private placement

shares underlying the private placement units and after giving effect to any redemptions of Class A ordinary shares by public shareholders),

including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked

securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination,

excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,

or to be issued, to any seller in a Business Combination and any private placement-equivalent units issued to the Sponsor, officers or

directors upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a less than one-for-one

Note 9 – Warrants

As of December 31, 2022 and 2021, there were 16,184,626

and 515,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

Public Warrants may only be exercised for a whole

number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.

The Public Warrants

will become exercisable 30 days after the completion of a Business Combination.

The Public Warrants will expire five years from the completion

of a Business Combination, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any

Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise

unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective

and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class

A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of

the state of residence of the registered holder of the warrants.

The Company is registering the Class A ordinary

shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants

will become exercisable 30 days after the completion of its initial business combination, which may be within one year of this offering.

However, because the warrants will be exercisable until their expiration date of up to five years after the completion of the Company’s

initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation

of the Company’s initial business combination, under the terms of the warrant agreement, the Company agreed that, as soon as practicable,

but in no event later than 15 business days, after the closing of its initial business combination, the Company will use its best efforts

to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration

statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and

thereafter will use its best efforts to cause the same to become effective within 60 business days following its initial business combination

and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration

of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary

shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant

holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to

maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of

the Securities Act or another exemption.

In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not

listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)

of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on

a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so,

the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register

or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the Company

may call the outstanding warrants for redemption (except as described with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”).

If and when the warrants become redeemable by

the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale

under all applicable state securities laws.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00:

Once the warrants become exercisable, the Company

may redeem the outstanding warrants:

in whole and not in part;

at a price of $0.10 per Public Warrant;

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption,

as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on

a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon

exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend

or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not be adjusted

for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash

settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company

liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public

Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such

Public Warrants.

Accordingly, the Public Warrants may expire worthless.

addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share

(with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case

of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates,

as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent

more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the

volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior

to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $ 9.20 per

share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market

Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be

equal to 180 % of the higher of the Market Value and the Newly Issued Price.

Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except

that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will

not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions,

(y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial

purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise

of the Private Placement Warrants will be entitled to registration rights.

If the Private Placement Warrants are held by someone other

than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable

by such holders on the same basis as the Public Warrants.

10 - Fair Value Measurements

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis

as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

In addition, if (x) the Company issues additional

Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination

at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price

to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates,

without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly

Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest

thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary

shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination

(such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the

nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger

price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical

to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private Placement Warrants

and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable

until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants

will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees

and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be

entitled to registration rights.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted

transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the

Public Warrants.

Note 10 – Fair Value Measurements

The following table presents information about

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates

the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

December 31, 2022

Observable Inputs

Investments held in Trust Account - Money market fund

2 unchanged sentences

Derivative warrant liabilities - Private placement warrants

to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

The estimated fair value of the Public Warrants was

transferred from a Level 3 measurement to a Level 1 measurement in May 2021, when the Public Warrants were separately listed and traded

in an active market.

The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level

2 measurement in May 2021, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants

listed price.

initial estimated fair value of the warrants was measured using a Monte Carlo simulation.

The subsequent estimated fair value of the Public

Warrants is based on the listed price in an active market for such warrants while the fair value of the Private Placement Warrants continues

to be measured using a Monte Carlo simulation, with level 2 inputs.

For the period from January 8, 2021 (inception) through December 31,

2021, the Company recognized a gain resulting from changes in the fair value of derivative warrant liabilities of approximately $ 6.9 million,

which is presented in the accompanying statement of operations.

following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

December 31, 2021

Observable Inputs

Unobservable Inputs

Investments held in Trust Account - Money market fund

$ 323,716,979

Derivative warrant liabilities - Public warrants

Derivative warrant liabilities - Private placement warrants

Transfers to/from Levels 1, 2, and 3 are recognized

at the beginning of the reporting period.

The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to

a Level 1 measurement in May 2021, when the Public Warrants were separately listed and traded in an active market.

The estimated fair

value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in May 2021, as the key inputs

to the valuation model became directly or indirectly observable from the Public Warrants listed price.

The initial estimated fair value of the warrants

was measured using a Monte Carlo simulation.

The subsequent estimated fair value of the Public Warrants is based on the listed price in

an active market for such warrants while the fair value of the Private Placement Warrants continues to be measured using a Monte Carlo

simulation, with level 2 inputs.

For the year ended December31, 2022 and the period from January 8, 2021 (inception) through December

31, 2021, the Company recognized a gain resulting from changes in the fair value of derivative warrant liabilities of approximately $ 7.5

million and $ 6.9 million, which is presented in the accompanying statements of operations, respectively.

The following table provides quantitative information

regarding Level 3 fair value measurements inputs at their measurement dates:

Exercise price

Risk-free rate

change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended December 31, 2021 is summarized

The change in the fair value of derivative liabilities,

measured using Level 3 inputs, for the period ended December 31, 2021 is summarized as follows:

Derivative warrant liabilities at March 23, 2021 (inception)

7 unchanged sentences

Transfer of Private Placement Warrants to Level 2

Derivative warrant liabilities at June 30, 2021

Derivative warrant liabilities at September 30, 2021

Derivative warrant liabilities at December 31, 2021

11 - Subsequent Events

has evaluated subsequent events and transactions that occurred after the balance sheet date through the date these financial statements

Based upon this review, except as noted above, the Company did not identify any subsequent events that would have required

adjustment or disclosure in the financial statements.

Note 11 - Subsequent Events

The Company has evaluated subsequent events and transactions

that occurred up to the date the financial statements were issued.

Based upon this review, except as described below, the Company did

not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

On March 8, 2023, the Company entered into non-redemption

agreements (collectively, the “Non-Redemption Agreements”) with certain of its existing Public Shareholders (the “Non-Redeeming

Shareholders”).

Pursuant to the Non-Redemption Agreements, each of the Non-Redeeming Shareholders agreed to (a) not redeem 1,000,000

Public Shares held by them on the date of the Non-Redemption Agreements in connection with the vote to amend the Company’s Amended

and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial Business Combination

from March 23, 2023 to September 25, 2023 (the “Proposed Extension” and such extended date, the “Extended Date”)

and (b) vote their Public Shares in favor of the Extension presented by the Company for approval by its shareholders.

In connection with

the foregoing, the Company agreed to pay to each Non-Redeeming Shareholder $ 0.033 per Share in cash per month through the Extended Date.

Pursuant to the requirements

1 unchanged sentence

by the undersigned, thereunto duly authorized.

April 6, 2022

March 31, 2023

BYTE ACQUISITION CORP.

/s/ Danny Yamin

Chief Executive Officer

/s/ Samuel Gloor

Chief Executive Officer and

Chief Financial Officer

The undersigned directors

and officers of BYTE Acquisition Corp.

hereby constitute and appoint each of Danny Yamin and Samuel Gloor, with the power to act without

the others and with full power of substitution and resubstitution, our hue and lawful attorney-in-fact and agent with full power to execute

in our name and behalf in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits

and other documents relating thereto and hereby ratify and confirm all that such attorney-in-fact, or such attorney-in-fact’s substitute,

may lawfully do or cause to be done by virtue hereof.

hereby constitute and appoint Samuel Gloor, with the power to act without the others and with full

power of substitution and resubstitution, our true and lawful attorney-in-fact and agent with full power to execute in our name and behalf

in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits and other documents relating

thereto and hereby ratify and confirm all that such attorney-in-fact, or such attorney-in-fact’s substitute, may lawfully do or

cause to be done by virtue hereof.

Pursuant to the requirements

1 unchanged sentence

indicated below.

/s/ Danny Yamin

Chief Executive Officer

April 6, 2022

/s/ Samuel Gloor

Chief Financial Officer

April 6, 2022

Chief Executive Officer, Chief Financial Officer and Director

March 31, 2023

/s/ Kobi Rozengarten

Executive Chairman Director

April 6, 2022

March 31, 2023

Kobi Rozengarten

/s/ Vadim Komissarov

April 6, 2022

March 31, 2023

Vadim Komissarov

/s/ Oded Melamed

April 6, 2022

March 31, 2023

/s/ Louis Lebedin

April 6, 2022

March 31, 2023

Louis Lebedin

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures